4.1. ERMUSR HANDOUT 07 12 2011 - Laserfiche WebLink

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MASTER PROFESSIONAL SERVICES AGREEMENT Between SAIC Energy, Environment & Infrastructure, LLC and Elk River Municipal Utilities 19. Dispute Resolution: The Parties shall attempt to resolve conflicts or disputes under this Agreement in a fair and reasonable manner and agree that if resolution cannot be made to attempt to mediate the conflict by a professional mediator (except for payment disputes which may be submitted directly to arbitration). If mediation does not settle any dispute or action which arises under this Agreement or which relates in any way to this Agreement or the subject matter of this Agreement within ninety (90) days after either requests mediation, the dispute or conflict shall be subject to arbitration in English under the Construction Industry Arbitration Rules as promulgated by the American Arbitration Association and arbitrability shall be subject to the Federal Arbitration Act. 20. Section Intentionally Left Blank. 21. Litigation Expenses: Client will be responsible for payment of all expenses and costs associated with Consultant's compliance with a subpoena or Client request to produce documents, data or testimony relating to any proceeding relating to any information pertaining to Client's project or to the work Consultant performed for Client, excluding any litigation or proceeding between Client and Consultant. These costs will include hourly charges for persons involved in responding to a subpoena or Client request, travel and reproduction expenses, advice and participation of counsel in responding to a subpoena and other request and other reasonable expenses. Consultant will endeavor to confer with Client prior to responding to any subpoena or request covered by this paragraph. 22. Non Exclusivity of Services: Consultant may perform for other clients similar or identical services to those services contemplated under this Agreement, subject to applicable confidentiality and ethical obligations of Consultant. In the event Client desires any level of exclusivity or other limitations on Consultant's services to its other clients, Client and Consultant shall confer regarding the scope of requested exclusivity or other limitations and the additional compensation to be paid to Consultant for the requested exclusivity or other limitations on providing services to other clients. Any agreed exclusivity or other limitations on providing similar or identical services shall be confirmed in writing signed by the Parties and shall expressly state such provision shall supersede this Section 22. No fiduciary or agency obligations shall be created as a result of any exclusivity obligations or other limitations on Consultant's services to other clients. 23. Miscellaneous: a. This Agreement is binding upon and will inure to the benefit of the Parties and their respective successors and assigns. No party may assign its rights or obligations hereunder without the prior written consent of the other Party(s). b. Any notice required or permitted by this Agreement to be given shall be deemed to have been duty given if in writing and delivered personally or five (5) days after mailing by first-class, registered, or certified mail, return receipt requested, postage prepaid and addressed as follows: R:IOdantlolElk RivedNIASTER PSA_ELK RIVER MUNICIPAL UTILITIES.DCC Page 6